- $53.9 billion of Old Notes
tendered
- Upsize of Total New Notes to be
issued from $30 billion to $36 billion
- Upsize of 2016 New Notes Cap from
$15 billion to $16.25 billion
General Electric Capital Corporation (“GECC”) today announced
the early participation results of the previously announced private
offers commenced by GE Capital International Funding Company (the
“Issuer”) to exchange (the “Exchange Offers”) the Issuer’s new
senior unsecured notes (collectively, the “New Notes”) for certain
outstanding debt securities (collectively, the “Old Notes”).
Based on information provided by D.F. King & Co., Inc. and
Lucid Issuer Services Limited, the exchange agents and information
agents for the Exchange Offers (the “Exchange Agents”),
approximately $53.9 billion principal amount of Old Notes were
tendered in the Exchange Offers by the Early Participation
Date.
GECC also announced today that:
(i)
the principal amount of New Notes to be
issued in the Exchange Offers has increased from $30 billion to $36
billion,
(ii)
the principal amount of 2016 New Notes to
be issued in the 2016 Market Value Exchange Offers has increased
from $15 billion to $16.25 billion (the “2016 New Notes Cap”)
and
(iii)
the principal amount of New Market Notes
to be issued in the 2020/2025/2035 Market Value Exchange Offers
will be $36 billion less the principal amount of 2016 New Notes
accepted in the 2016 Market Value Exchange Offers.
Based on the principal amount of Old Notes tendered in the
Exchange Offers, it is anticipated that the 2016 New Notes Cap will
permit all Old Notes validly tendered in the 2016 Market Value
Exchange Offers to be accepted without proration. No Old Notes
tendered in the Par for Par Exchange Offers will be accepted. The
Issuer currently expects to return any Old Notes tendered in the
Par for Par Exchange Offers on October 6, 2015.
The Exchange Offers are being conducted by the Issuer upon the
terms and subject to the conditions set forth in a separate offer
to exchange (which is available only to Eligible Holders), as
modified by this announcement (the “Offer to Exchange”).
Capitalized terms not otherwise defined herein have the meanings
set forth in the announcement relating to the Exchange Offers dated
September 21, 2015.
The “Early Participation Date” expired at 5:00 p.m., New York
City time on October 2, 2015. Holders of Old Notes validly tendered
after the Early Participation Date but prior to the Expiration Date
and accepted in the Exchange Offers will no longer be entitled to
the Total Exchange Consideration, but instead will be entitled to
the reduced Exchange Consideration described below. The Withdrawal
Deadline has expired. Old Notes tendered for exchange may not be
validly withdrawn, unless we determine in the future in our sole
discretion to enable withdrawal rights as required by law.
After giving effect to the upsize, and based on the principal
amounts of Old Notes tendered by the Early Participation Date and
the other assumptions described below in the “Exchange Offers
Summary Tables,” a summary of the hypothetical principal amounts of
New Notes that would be issued in the Exchange Offers is set forth
below. The actual amounts of New Notes to be issued and
corresponding proration factors will vary from those set forth in
the tables below and will be based on the actual principal amounts
of Old Notes validly tendered in the Exchange Offers at or prior to
the Expiration Date and the actual consideration to be paid as
determined as of the Price Determination Date.
New Notes Principal Amount of Applicable Old Notes
Tendered by Early Participation Date (billions USD equivalent)
Hypothetical Principal Amount of New Notes to be Issued
Pursuant to the Exchange Offers (billions USD equivalent) 2016
USD New Notes $14.2 $15.0 2016 GBP New Notes $0.9
(£0.6) $1.1 (£0.7) 2020 New Notes $7.6 $6.3 2025 New Notes $2.6
$2.0 2035 New Notes $11.8 $11.6 Par for Par Notes $16.7
$0.0
Total $53.9 $36.0
The Exchange Offers will expire at 11:59 p.m., New York City
time on October 19, 2015, unless extended by the Issuer (such date
and time as they may be extended by the Issuer, the “Expiration
Date”).
Eligible Holders of Old Notes validly tendered and accepted
after the Early Participation Date will not be entitled to the
Total Exchange Consideration, but instead will be entitled to the
Exchange Consideration, which for each $1,000 (or £1,000) principal
amount of Old Notes tendered and accepted will be New Notes in a
principal amount equal to the applicable Total Exchange
Consideration minus $50 (or £50). Accordingly, Eligible Holders
that tender Old Notes in the Market Value Exchange Offers after the
Early Participation Date will receive New Notes in a principal
amount that will be less than the principal amount of the New Notes
that they would have received had they received the Total Exchange
Consideration.
The “Settlement Date” for the Exchange Offers is expected to be
five business days following the Expiration Date, must be a
business day both in the City of New York and in London and would
be October 26, 2015 based on the current Expiration Date.
Any of the Old Notes that are not tendered at or prior to the
Expiration Date or are not accepted for exchange will remain
outstanding, will mature on their respective maturity dates and
will continue to accrue interest in accordance with, and will
otherwise be entitled to all the rights and privileges under, the
respective instruments governing their terms, including their
existing GE guarantee.
As previously announced, the Exchange Offers are intended, among
other things, to establish an international holding company (GE
Capital International Holdings) with an efficient and simplified
capital structure that is satisfactory to GECC’s regulators, a key
step in terminating the nonbank systemically important financial
institution designation for GECC. In addition, the Exchange Offers
seek to align the liabilities of GE Capital International Holdings
to its assets from a maturity profile and liquidity standpoint,
taking into consideration asset sales, and where appropriate
shortening the maturity profile of targeted liabilities.
Exchange Offers Summary Tables
The tables below provide information regarding the principal
amount of each series or tranche of Old Notes validly tendered and
not validly withdrawn at or prior to the Early Participation Date
pursuant to the Exchange Offers, based on information provided by
the Exchange Agents. The following tables also set forth the
hypothetical principal amounts of Old Notes to be accepted pursuant
to the Exchange Offers, the hypothetical proration factors and the
hypothetical principal amounts of New Notes to be issued pursuant
to the Exchange Offers. These hypothetical amounts are for
illustrative purposes only and are not final. They are based on the
hypothetical consideration set forth in the Offer to Exchange,
which consideration was determined at 11:00 a.m. (New York City
time) (4:00 p.m. (London time)) on September 17, 2015 and
corresponding pounds sterling exchange rate determined at 5:00 p.m.
(New York City time) on October 2, 2015. They also assume no
further tenders of Old Notes in the Exchange Offers after the Early
Participation Date.
MARKET VALUE
EXCHANGE OFFERS 2016 Market Value Exchange Offers
USD (2019-2021): Market Value Exchange for 2016 USD New
Notes Title of Old Notes CUSIP Number
ISIN Principal Amount Outstanding (millions)
Principal Amount Tendered by Early Participation Date
(millions) Hypothetical Principal Amount to be Accepted
Pursuant to the Exchange Offer (millions) New
Notes(1)(2) Hypothetical Principal Amount to be
Issued Pursuant to the Exchange Offer (millions) 6.000% Aug
2019 36962G4D3 US36962G4D32 $2,000 $232.925 $232.925 2016 USD New
Notes $269.897 2.200% Jan 2020 36962G7M0 US36962G7M04 $2,000
$395.178 $395.178 2016 USD New Notes $403.781 5.500% Jan 2020
36962G4J0 US36962G4J02 $2,000 $227.268 $227.268 2016 USD New Notes
$261.120 5.550% May 2020 36962G2T0 US36962G2T02 $1,100 $156.803
$156.803 2016 USD New Notes $180.748 4.375% Sept 2020 36962G4R2
US36962G4R28 $2,150 $199.154 $199.154 2016 USD New Notes $220.575
4.625% Jan 2021 36962G4Y7 US36962G4Y78 $2,250 $259.737 $259.737
2016 USD New Notes $291.848 5.300% Feb 2021 369622SM8 US369622SM84
$2,000 $206.400 $206.400 2016 USD New Notes $237.067 4.650% Oct
2021 36962G5J9 US36962G5J92 $3,150 $619.334 $619.334 2016 USD New
Notes $696.429 _______________
(1)
Based on the principal amount of Old Notes
tendered in the Exchange Offers, it is anticipated that the 2016
New Notes Cap will permit all Old Notes validly tendered in the
2016 Market Value Exchange Offers to be accepted without
proration.
(2)
The 2016 USD New Notes will mature on
April 15, 2016 and will bear interest at the rate per annum equal
to the sum of: (a) the yield of the Eurodollar Synthetic Forward
Rate from two business days after the Price Determination Date (as
defined below) to the maturity date of the 2016 USD New Notes
appearing at the Price Determination Date on the EDSF page
displayed on the Bloomberg Pricing Monitor, or any other recognized
quotation source selected by the lead dealer managers in their sole
discretion if such quotation report is not available or manifestly
erroneous, plus (b) 60 basis points, such sum rounded to the third
decimal place when expressed as a percentage.
USD (2022-2024): Market Value Exchange
for 2016 USD New Notes
Title of Old Notes CUSIP Number ISIN
Principal Amount Outstanding (millions) Principal Amount
Tendered by Early Participation Date (millions) Hypothetical
Principal Amount to be Accepted Pursuant to the Exchange Offer
(millions) New Notes(1)(2) Hypothetical
Principal Amount to be Issued Pursuant to the Exchange Offer
(millions) 3.150% Sept 2022 36962G6F6 US36962G6F61 $2,000
$250.532 $250.532 2016 USD New Notes $259.441 3.100% Jan 2023
36962G6S8 US36962G6S82 $2,500 $289.711 $289.711 2016 USD New Notes
$298.567 3.450% May 2024 36962G7K4 US36962G7K48 $1,000 $127.385
$127.385 2016 USD New Notes $133.181 ________________
(1)
Based on the principal amount of Old Notes
tendered in the Exchange Offers, it is anticipated that the 2016
New Notes Cap will permit all Old Notes validly tendered in the
2016 Market Value Exchange Offers to be accepted without
proration.
(2)
The 2016 USD New Notes will mature on
April 15, 2016 and will bear interest at the rate per annum equal
to the sum of: (a) the yield of the Eurodollar Synthetic Forward
Rate from two business days after the Price Determination Date to
the maturity date of the 2016 USD New Notes appearing at the Price
Determination Date on the EDSF page displayed on the Bloomberg
Pricing Monitor, or any other recognized quotation source selected
by the lead dealer managers in their sole discretion if such
quotation report is not available or manifestly erroneous, plus (b)
60 basis points, such sum rounded to the third decimal place when
expressed as a percentage.
USD Fixed-Rate (2016-2020): Market
Value Exchange for 2016 USD New Notes
Title of Old Notes CUSIP Number ISIN
Principal Amount Outstanding (millions) Principal Amount
Tendered by Early Participation Date (millions) Hypothetical
Principal Amount to be Accepted Pursuant to the Exchange Offer
(millions) New Notes(1)(2) Hypothetical
Principal Amount to be Issued Pursuant to the Exchange Offer
(millions) 1.500% Jul 2016 36962G6Z2 US36962G6Z26 $1,250
$422.462 $422.462 2016 USD New Notes $426.670 1.450% Aug 2016
36962G7B4 US36962G7B49 $250 $0.000 $0.000 2016 USD New Notes $0.000
4.575% Aug 2037 36962G6E9 US36962G6E96 $100 $0.000 $0.000 2016 USD
New Notes $0.000 3.350% Oct 2016 36962G5H3 US36962G5H37 $1,250
$515.411 $515.411 2016 USD New Notes $531.992 5.375% Oct 2016
36962GY40 US36962GY402 $1,100 $459.997 $459.997 2016 USD New Notes
$483.139 2.900% Jan 2017 36962G5N0 US36962G5N05 $1,425 $624.169
$624.169 2016 USD New Notes $644.030 5.400% Feb 2017 36962G2G8
US36962G2G80 $1,500 $641.111 $641.111 2016 USD New Notes $681.860
2.450% Mar 2017 36962G5S9 US36962G5S91 $500 $328.546 $328.546 2016
USD New Notes $337.157 1.250% May 2017 36962G7J7 US36962G7J74
$1,000 $642.521 $642.521 2016 USD New Notes $651.439 2.300% Apr
2017 36962G5W0 US36962G5W04 $2,000 $844.784 $844.784 2016 USD New
Notes $868.176 5.625% Sep 2017 36962G3H5 US36962G3H54 $3,000
$1,152.329 $1,152.329 2016 USD New Notes $1,256.211 1.600% Nov 2017
36962G6K5 US36962G6K56 $1,000 $271.424 $271.424 2016 USD New Notes
$275.311 1.625% Apr 2018 36962G6W9 US36962G6W94 $1,500 $379.951
$379.951 2016 USD New Notes $384.571 5.625% May 2018 36962G3U6
US36962G3U65 $4,000 $1,393.870 $1,393.870 2016 USD New Notes
$1,543.697 4.700% May 2053 369622394 US3696223946 $750 $0.288
$0.288 2016 USD New Notes $0.294 2.300% Jan 2019 36962G7G3
US36962G7G36 $1,000 $530.844 $530.844 2016 USD New Notes $543.266
3.800% Jun 2019 369668AA6 US369668AA67 $700 $436.838 $436.838 2016
USD New Notes $467.500 5.260% Nov 2019 36962GM43 US36962GM431 $75
$75.000 $75.000 2016 USD New Notes $83.865 3.250% Aug 2020
36962G7C2 US36962G7C22 $250 $0.000 $0.000 2016 USD New Notes $0.000
________________
(1)
Based on the principal amount of Old Notes
tendered in the Exchange Offers, it is anticipated that the 2016
New Notes Cap will permit all Old Notes validly tendered in the
2016 Market Value Exchange Offers to be accepted without
proration.
(2)
The 2016 USD New Notes will mature on
April 15, 2016 and will bear interest at the rate per annum equal
to the sum of: (a) the yield of the Eurodollar Synthetic Forward
Rate from two business days after the Price Determination Date to
the maturity date of the 2016 USD New Notes appearing at the Price
Determination Date on the EDSF page displayed on the Bloomberg
Pricing Monitor, or any other recognized quotation source selected
by the lead dealer managers in their sole discretion if such
quotation report is not available or manifestly erroneous, plus (b)
60 basis points, such sum rounded to the third decimal place when
expressed as a percentage.
USD Floating Rate (2016-2020): Market
Value Exchange for 2016 USD New Notes
Title of Old Notes(1) CUSIP Number
ISIN Principal Amount Outstanding (millions)
Principal Amount Tendered by Early Participation Date
(millions) Hypothetical Principal Amount to be Accepted
Pursuant to the Exchange Offer (millions) New
Notes(2)(3) Hypothetical Principal Amount to be
Issued Pursuant to the Exchange Offer (millions) FRNs Jul 2016
36967FAC5 US36967FAC59 $695 $396.000 $396.000 2016 USD New Notes
$399.960 FRNs Jul 2016 36962G7A6 US36962G7A65 $1,600 $462.930
$462.930 2016 USD New Notes $468.717 FRNs Jan 2017 36967FAB7
US36967FAB76 $2,000 $667.640 $667.640 2016 USD New Notes $674.316
FRNs May 2017 36962G7H1 US36962G7H19 $500 $221.644 $221.644 2016
USD New Notes $223.860 F-FRNs May 2017 36962G5Y6 US36962G5Y69 $100
$11.965 $11.965 2016 USD New Notes $12.234 F-FRNs Aug 2017
36962G6B5 US36962G6B57 $100 $16.911 $16.911 2016 USD New Notes
$17.418 F-FRNs Dec 2017 36962G6L3 US36962G6L30 $100 $5.500 $5.500
2016 USD New Notes $5.569 FRNs Apr 2018 36962G6X7 US36962G6X77 $400
$179.141 $179.141 2016 USD New Notes $182.724 FRNs Jan 2019
36962G7F5 US36962G7F52 $500 $205.343 $205.343 2016 USD New Notes
$206.883 FRNs Jan 2020 36967FAA9 US36967FAA93 $500 $149.426
$149.426 2016 USD New Notes $152.041 ________________
(1)
We refer to floating-rate notes as FRNs
and fixed to floating-rate notes as F-FRNs.
(2)
Based on the principal amount of Old Notes
tendered in the Exchange Offers, it is anticipated that the 2016
New Notes Cap will permit all Old Notes validly tendered in the
2016 Market Value Exchange Offers to be accepted without
proration.
(3)
The 2016 USD New Notes will mature on
April 15, 2016 and will bear interest at the rate per annum equal
to the sum of: (a) the yield of the Eurodollar Synthetic Forward
Rate from two business days after the Price Determination Date to
the maturity date of the 2016 USD New Notes appearing at the Price
Determination Date on the EDSF page displayed on the Bloomberg
Pricing Monitor, or any other recognized quotation source selected
by the lead dealer managers in their sole discretion if such
quotation report is not available or manifestly erroneous, plus (b)
60 basis points, such sum rounded to the third decimal place when
expressed as a percentage.
Other Select USD: Market Value Exchange
for 2016 USD New Notes
Title of Old Notes CUSIP Number ISIN
Principal Amount Outstanding (millions) Principal Amount
Tendered by Early Participation Date (millions) Hypothetical
Principal Amount to be Accepted Pursuant to the Exchange Offer
(millions) New Notes(1)(2) Hypothetical
Principal Amount to be Issued Pursuant to the Exchange Offer
(millions) 1.250% Nov 2016 — XS0856562797 $300 $16.620 $16.620
2016 USD New Notes $16.780 4.625% Jan 2043 — XS0880289292 $700
$61.193 $61.193 2016 USD New Notes $61.069 5.550% Jan 2026
36962GT95 US36962GT956 $500 $5.275 $5.275 2016 USD New Notes $6.106
7.500% Aug 2035 36959CAA6 US36959CAA62 $300 $90.159 $90.159 2016
USD New Notes $128.754 ________________
(1)
Based on the principal amount of Old Notes
tendered in the Exchange Offers, it is anticipated that the 2016
New Notes Cap will permit all Old Notes validly tendered in the
2016 Market Value Exchange Offers to be accepted without
proration.
(2)
The 2016 USD New Notes will mature on
April 15, 2016 and will bear interest at the rate per annum equal
to the sum of: (a) the yield of the Eurodollar Synthetic Forward
Rate from two business days after the Price Determination Date to
the maturity date of the 2016 USD New Notes appearing at the Price
Determination Date on the EDSF page displayed on the Bloomberg
Pricing Monitor, or any other recognized quotation source selected
by the lead dealer managers in their sole discretion if such
quotation report is not available or manifestly erroneous, plus (b)
60 basis points, such sum rounded to the third decimal place when
expressed as a percentage.
GBP: Market Value Exchange for 2016 GBP
New Notes
Title of Old Notes CUSIP Number ISIN
Principal Amount Outstanding (millions) Principal Amount
Tendered by Early Participation Date (millions) Hypothetical
Principal Amount to be Accepted Pursuant to the Exchange Offer
(millions) New Notes(1)(2) Hypothetical
Principal Amount to be Issued Pursuant to the Exchange Offer
(millions) 6.250% Dec 2017 — XS0148124588 £500 £149.976
£149.976 2016 GBP New Notes £165.705 5.250% Dec 2028 — XS0096298822
£425 £100.947 £100.947 2016 GBP New Notes £126.313 5.625% Sept 2031
— XS0154681737 £178 £48.910 £48.910 2016 GBP New Notes £63.981
4.875% Sept 2037 — XS0229561831 £750 £219.773 £219.773 2016 GBP New
Notes £251.625 5.375% Dec 2040 — XS0182703743 £450 £99.738 £99.738
2016 GBP New Notes £130.701 ________________
(1)
Based on the principal amount of Old Notes
tendered in the Exchange Offers, it is anticipated that the 2016
New Notes Cap will permit all Old Notes validly tendered in the
2016 Market Value Exchange Offers to be accepted without
proration.
(2)
The 2016 GBP New Notes will mature on
April 15, 2016 and will bear interest at the rate per annum equal
to the sum of: (a) the yield of the 2.000% U.K. Gilt Security due
January 22, 2016 (the “2016 GBP New Notes Reference Security”), as
calculated by the lead dealer managers in accordance with standard
market practice, that equates to the price of the 2016 GBP New
Notes Reference Security appearing at the Price Determination Date
on the DMO2 page displayed on the Bloomberg Pricing Monitor, or any
other recognized quotation source selected by the lead dealer
managers in their sole discretion if such quotation report is not
available or manifestly erroneous, plus (b) 90 basis points, such
sum rounded to the third decimal place when expressed as a
percentage.
2020/2025/2035 Market Value Exchange Offers USD
(2019-2021): Market Value Exchange for 2020 New Notes
Title of Old
Notes CUSIP Number ISIN Principal Amount
Outstanding (millions) Principal Amount Tendered by Early
Participation Date (millions) Hypothetical Principal Amount
to be Accepted Pursuant to the Exchange Offer (millions)
Hypothetical Proration Factor(1) New
Notes(2) Hypothetical Principal Amount to be Issued
Pursuant to the Exchange Offer (millions) 6.000% Aug 2019
36962G4D3 US36962G4D32 $2,000 $774.064 $576.165 74.43% 2020 New
Notes $666.468 2.200% Jan 2020 36962G7M0 US36962G7M04 $2,000
$989.186 $736.289 74.43% 2020 New Notes $750.842 5.500% Jan 2020
36962G4J0 US36962G4J02 $2,000 $885.894 $659.405 74.43% 2020 New
Notes $756.185 5.550% May 2020 36962G2T0 US36962G2T02 $1,100
$576.167 $428.863 74.43% 2020 New Notes $493.355 4.375% Sept 2020
36962G4R2 US36962G4R28 $2,150 $956.351 $711.848 74.43% 2020 New
Notes $786.671 4.625% Jan 2021 36962G4Y7 US36962G4Y78 $2,250
$1,086.508 $808.729 74.43% 2020 New Notes $906.594 5.300% Feb 2021
369622SM8 US369622SM84 $2,000 $885.375 $659.018 74.43% 2020 New
Notes $755.162 4.650% Oct 2021 36962G5J9 US36962G5J92 $3,150
$1,444.049 $1,074.861 74.43% 2020 New Notes $1,205.488
_______________
(1)
Proration factor (the percentage of
relevant tenders to be accepted) is rounded to the nearest
hundredth.
(2)
The 2020 New Notes will mature on November
15, 2020 and will bear interest at the rate per annum equal to the
sum of: (a) the yield of the 1.375% U.S. Treasury Security due
August 31, 2020 (the “2020 New Notes Reference Security”), as
calculated by the lead dealer managers in accordance with standard
market practice, that equates to the bid-side price of the 2020 New
Notes Reference Security appearing at the Price Determination Date
on the FIT1 page displayed on the Bloomberg Pricing Monitor, or any
other recognized quotation source selected by the lead dealer
managers in their sole discretion if such quotation report is not
available or manifestly erroneous, plus (b) 105 basis points, such
sum rounded to the third decimal place when expressed as a
percentage.
USD (2022-2024): Market Value Exchange
for 2025 New Notes
Title of
Old Notes CUSIP Number ISIN Principal Amount
Outstanding (millions) Principal Amount Tendered by Early
Participation Date (millions) Hypothetical Principal Amount
to be Accepted Pursuant to the Exchange Offer (millions)
Hypothetical Proration Factor(1) New
Notes(2) Hypothetical Principal Amount to be Issued
Pursuant to the Exchange Offer (millions) 3.150% Sept 2022
36962G6F6 US36962G6F61 $2,000 $916.965 $682.532 74.43% 2025 New
Notes $704.632 3.100% Jan 2023 36962G6S8 US36962G6S82 $2,500
$1,234.940 $919.213 74.43% 2025 New Notes $944.261 3.450% May 2024
36962G7K4 US36962G7K48 $1,000 $477.364 $355.320 74.43% 2025 New
Notes $370.151 ________________
(1)
Proration factor (the percentage of
relevant tenders to be accepted) is rounded to the nearest
hundredth.
(2)
The 2025 New Notes will mature on November
15, 2025 and will bear interest at the rate per annum equal to the
sum of: (a) the yield of the 2.000% U.S. Treasury Security due
August 15, 2025 (the “2025 New Notes Reference Security”), as
calculated by the lead dealer managers in accordance with standard
market practice, that equates to the bid-side price of the 2025 New
Notes Reference Security appearing at the Price Determination Date
on the FIT1 page displayed on the Bloomberg Pricing Monitor, or any
other recognized quotation source selected by the lead dealer
managers in their sole discretion if such quotation report is not
available or manifestly erroneous, plus (b) 135 basis points, such
sum rounded to the third decimal place when expressed as a
percentage.
USD (2032-2039): Market Value Exchange
for 2035 New Notes
Title of Old Notes CUSIP Number ISIN
Principal Amount Outstanding (millions) Principal Amount
Tendered by Early Participation Date (millions) Hypothetical
Principal Amount to be Accepted Pursuant to the Exchange Offer
(millions) Hypothetical Proration Factor(1)
New Notes(2) Hypothetical Principal Amount to be
Issued Pursuant to the Exchange Offer (millions) 6.750% Mar
2032 36962GXZ2 US36962GXZ26 $5,000 $2,842.823 $2,116.021 74.43%
2035 New Notes $2,864.310 6.150% Aug 2037 36962G3A0 US36962G3A02
$2,000 $1,502.758 $1,118.560 74.43% 2035 New Notes $1,441.936
5.875% Jan 2038 36962G3P7 US36962G3P70 $6,350 $4,773.773 $3,553.301
74.43% 2035 New Notes $4,451.966 6.875% Jan 2039 36962G4B7
US36962G4B75 $4,000 $2,700.224 $2,009.879 74.43% 2035 New Notes
$2,792.567 ________________
(1)
Proration factor (the percentage of
relevant tenders to be accepted) is rounded to the nearest
hundredth.
(2)
The 2035 New Notes will mature on November
15, 2035 and will bear interest at the rate per annum equal to the
sum of: (a) the yield of the 3.000% U.S. Treasury Security due May
15, 2045 (the “2035 New Notes Reference Security”), as calculated
by the lead dealer managers in accordance with standard market
practice, that equates to the bid-side price of the 2035 New Notes
Reference Security appearing at the Price Determination Date on the
FIT1 page displayed on the Bloomberg Pricing Monitor, or any other
recognized quotation source selected by the lead dealer managers in
their sole discretion if such quotation report is not available or
manifestly erroneous, plus (b) 155 basis points, such sum rounded
to the third decimal place when expressed as a percentage.
Additional Information
The New Notes have not been and will not be registered under the
Securities Act or the securities laws of any jurisdiction and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements. The 2016
USD New Notes, the 2020 New Notes, the 2025 New Notes and the 2035
New Notes will be entitled to certain registration rights.
This communication does not constitute an offer to buy or sell
or a solicitation of an offer to buy or sell either Old Notes or
New Notes in any jurisdiction in which, or to or from any person to
or from whom, it is unlawful to make such offer or solicitation
under applicable securities laws or otherwise. The distribution of
this communication in certain jurisdictions (including, but not
limited to, Australia, Canada, China, the European Economic Area,
France, Hong Kong, Ireland, Italy, Japan, Korea, Kuwait,
Luxembourg, Mexico, Switzerland, the United Kingdom and the United
States) and the offering of the New Notes in certain jurisdictions
may be restricted by law.
This communication has not been approved by an authorized person
for the purposes of section 21 of the Financial Services and
Markets Act 2000 (as amended). Accordingly, this communication is
only for distribution to and directed at: (i) in the United
Kingdom, persons having professional experience in matters relating
to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the “Order”)); (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order; (iii) persons who are
outside the United Kingdom; and (iv) any other person to whom it
can otherwise be lawfully distributed (all such persons together
being referred to as “Relevant Persons”). Any investment or
investment activity to which this communication relates is
available only to and will be engaged in only with Relevant
Persons. Persons who are not Relevant Persons should not take any
action based upon this communication and should not rely on it.
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a “Relevant
Member State”), with effect from and including the date on which
the Prospectus Directive is implemented in that Relevant Member
State, this communication is not being made in that Relevant Member
State other than: (a) to any legal entity which is a qualified
investor as defined in the Prospectus Directive; (b) to fewer than
150 natural or legal persons (other than qualified investors as
defined in the Prospectus Directive), as permitted under the
Prospectus Directive, subject to obtaining the prior consent of the
relevant dealer or dealers nominated by the Issuer for any such
offer; or (c) in any other circumstances falling within Article
3(2) of the Prospectus Directive; provided that no such
communication referred to in (a) to (c) above shall require the
Issuer or any dealer manager, the information agents or the
exchange agents to publish a prospectus pursuant to Article 3 of
the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive. The expression “Prospectus
Directive” means Directive 2003/71/EC (as amended, including by
Directive 2010/73/EU) and includes any relevant implementing
measure in such Relevant Member State.
Forward-Looking Statements
This communication contains “forward-looking statements” —that
is, statements related to future, not past, events. In this
context, forward-looking statements often address our expected
future business and financial performance and financial condition,
and often contain words such as “expect,” “anticipate,” “intend,”
“plan,” “believe,” “seek,” “see,” “will,” “would,” or “target.”
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the Reorganization and the Exchange Offers; our
announced GE Capital Exit Plan to reduce the size of our financial
services businesses, including expected cash and non-cash charges
associated with the GE Capital Exit Plan; expected income; earnings
per share; revenues; organic growth; margins; cost structure;
restructuring charges; cash flows; return on capital; capital
expenditures, capital allocation or capital structure; dividends;
and the split between GE’s industrial business and GECC earnings.
For us, particular uncertainties that could cause our actual
results to be materially different than those expressed in our
forward-looking statements include: obtaining (or the timing of
obtaining) any required regulatory reviews or approvals or any
other consents or approvals associated with our announced GE
Capital Exit Plan to reduce the size of our financial services
businesses (including the Merger); our ability to complete
incremental asset sales as part of the GE Capital Exit Plan in a
timely manner (or at all) and at the prices we have assumed;
changes in law, economic and financial conditions, including
interest and exchange rate volatility, commodity and equity prices
and the value of financial assets, including the impact of these
conditions on our ability to sell or the value of incremental
assets to be sold as part of the GE Capital Exit Plan as well as
other aspects of the GE Capital Exit Plan; the impact of conditions
in the financial and credit markets on the availability and cost of
GECC’s funding, and GECC’s exposure to counterparties; the impact
of conditions in the housing market and unemployment rates on the
level of commercial and consumer credit defaults; pending and
future mortgage loan repurchase claims and other litigation claims
in connection with WMC Mortgage Corporation, which may affect our
estimates of liability, including possible loss estimates; our
ability to maintain our current credit rating and the impact on our
funding costs and competitive position if we do not do so; the
adequacy of our cash flows and earnings and other conditions, which
may affect our ability to pay our quarterly dividend at the planned
level or to repurchase shares at planned levels; GECC’s ability to
pay dividends to GE at the planned level, which may be affected by
GECC’s cash flows and earnings, financial services regulation and
oversight, and other factors; our ability to convert pre-order
commitments/wins into orders; the price we realize on orders since
commitments/wins are stated at list prices; customer actions or
developments such as early aircraft retirements or reduced energy
demand and other factors that may affect the level of demand and
financial performance of the major industries and customers we
serve; the effectiveness of our risk management framework; the
impact of regulation and regulatory, investigative and legal
proceedings and legal compliance risks, including the impact of
financial services regulation and litigation; adverse market
conditions, timing of and ability to obtain required bank
regulatory approvals, or other factors relating to us or Synchrony
Financial that could prevent us from completing the Synchrony
Financial split-off as planned; our capital allocation plans, as
such plans may change including with respect to the timing and size
of share repurchases, acquisitions, joint ventures, dispositions
and other strategic actions; our success in completing, including
obtaining regulatory approvals for, announced transactions, such as
the proposed transactions and alliances with Alstom, Appliances and
the GE Capital Exit Plan, and our ability to realize anticipated
earnings and savings; our success in integrating acquired
businesses and operating joint ventures; the impact of potential
information technology or data security breaches; our actual
division of U.S. and international assets, which may not occur as
expected; and the other factors that are described in “Risk
Factors” in each of GE’s and GECC’s Annual Report on Form 10-K for
the year ended December 31, 2014, as such descriptions may be
updated or amended in any future report GE or GECC files with the
U.S. Securities and Exchange Commission. These or other
uncertainties may cause our actual future results to be materially
different than those expressed in our forward-looking statements.
We do not undertake to update our forward-looking statements.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20151003005021/en/
GE CapitalInvestor Contact:Matt Cribbins,
203-373-2424matthewg.cribbins@ge.comorMedia Contact:Seth Martin,
203-572-3567seth.martin@ge.com
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